MIDTOWN RESIDENTS ASSOCIATION BYLAWS

NAME, ADDRESS AND AREA

The name of this unincorporated association is the Midtown Residents Association (MRA).

"Midtown" shall be understood as the area of Palo Alto generally bounded by Oregon Expressway, Bayshore Road, Meadow Drive, and Alma Street.

Unless otherwise designated by the Steering Committee, the mailing address of the group is the address of the treasurer of the MRA.

Unless otherwise designated by the Steering Committee, the domain address of the MRA web site is www.midtownresidents.org. The annual domain name registration fee shall be paid from the association treasury.

PURPOSE OF MRA

MRA has been established for the common good of the community. MRA considers its primary functions are to:

Build community - provide opportunities for social interaction and community building within the neighborhood.

Keep residents informed on issues affecting the neighborhood:

Organize and sponsor public meetings

Write and distribute newsletters in print and electronic form

Provide announcements of events of local interest

Advocate for and support residents and Midtown businesses in local issues.

Help maintain and improve the quality of life in Midtown (and in Palo Alto).

MRA's Areas of Focus are:

Neighborhood-serving retail

Pedestrian, bicycle & vehicle safety

Traffic & Parking

Planning/zoning/code enforcement

Public art

Emergency preparedness

Water issues

MEMBERSHIP

Membership in the Midtown Residents' Association is held by all adults (age 18 or older) who consider themselves residents of Midtown. There are two types of membership in MRA:

SUPPORTING MEMBER - (a household or an adult individual) who is current in paying the annual dues. An MRA member supports the MRA and receives mailings and other information regularly from the MRA Steering Committee.

SUPPORTING ASSOCIATE MEMBER - a Midtown business owner/operator, or an interested Palo Alto individual who wishes to support MRA and be kept informed of Midtown events and information.

Dues (amount and frequency) shall be determined by the Steering Committee. The payment of dues is on an annual basis. For businesses, payment of dues may be 'in kind' donations if deemed acceptable by the Steering Committee. Active membership shall lapse if dues renewal is three months in arrears

Newsletters, fliers, and other pertinent information disseminated by MRA will be delivered to all Members and Associate members. These will also be available by email and on the MRA web site as appropriate. All members shall be given at least 2 weeks notification of any issue requiring a vote by the general membership.

COMPOSITION OF THE STEERING COMMITTEE

MRA shall be governed by a Steering Committee, consisting of at least 5 and no more than 15 members, the exact number to be fixed by resolution of the Steering Committee at the last meeting of the year. Any change in the composition of the Steering Committee shall be reflected on the MRA website and communicated at the next general meeting. The Steering Committee shall comprise both officers and committee heads.

MRA Officers shall be: Chair, Vice Chair, Secretary, and Treasurer.

The MRA Chair is responsible for presiding at all meetings of the Steering Committee and all general MRA meetings, as well as directing the business of the MRA. The Chair is MRA's primary liaison to the city council, city staff, and other residents' associations. The Chair is also responsible for upholding the bylaws, policies, and positions of the association and for representing the association at outside meetings.

The Vice-Chair assists the chairperson and, when the Chair is unavailable, performs the duties of the Chair. The Vice-Chair may be delegated a lead role for special projects as needed.

The Secretary takes minutes of the meetings and records the follow-up items for the Steering Committee. The secretary may provide assistance in Steering Committee correspondence or other related activities.

The Treasurer receives and safely maintains funds of the MRA, prepares and presents regular financial reports for the Steering Committee. As directed by the Steering Committee, the treasurer also disburses MRA funds to individuals for expenses incurred on behalf of MRA.

Committees are established and Committee Heads are appointed by a majority vote of the Steering Committee. All Committee Heads will make periodic reports at meetings or in writing. Standing committees may include Traffic, Communications; Events, Membership, Zoning, Beautification/Art, Business. Current committees and their heads shall be listed on the MRA web site.

Traffic: monitors issues of relevance to Midtown, provides information to residents in meetings, on the website, or other appropriate means.

Communications: maintains and enhances the MRA web site, produces the quarterly MRA newsletter and other communication, including eNews and the Garden Network.

Events: manages logistics and publicity of events, and coordinates with others to invite the community to activities sponsored or co-sponsored by MRA.

Membership: maintain and increase the membership and awareness of MRA.

Zoning: monitors and responds to zoning issues of relevance to Midtown.

Beautification/Art: encourages improvement in the appearance of Midtown.

Business Relations: liaison between Steering Committee and MRA business. Keeps informed of issues of interest to local business and Midtown. Establish/maintain relationship with businesses in Midtown. Work with Steering Committee members to enhance MRA relationship with business.

DUTIES AND POWERS OF THE STEERING COMMITTEE

The Steering Committee meets at least once each calendar quarter, and at other times as appropriate to conduct the business of the association, including planning meetings or other events, budgeting, spending, deciding policy and positions, publishing a newsletter and communicating with members.

Resolutions, motions, and other matters put to a vote of the Steering Committee are decided by a simple majority of the Steering Committee members present.

The Steering Committee provides Midtown residents with relevant information on issues affecting the neighborhood and helps lead the discussion and resolution of such issues.

The Steering Committee seeks to identify the concerns of the residents of Midtown through email, phone contact, opinions expressed at public meetings, surveys, petitions, and other methods. Where appropriate, the Steering Committee will provide information to residents and help them resolve specific issues.

Members of the Steering Committee or its designated agents may be authorized to speak before outside agencies and/or to coordinate with such agencies and the public as representatives of MRA.

The Steering Committee does not have any legal authority to bind MRA or its members to any course of action and may not enter into contracts with third parties. The Steering Committee does not have the power to impose liability, financial or otherwise, nor can an individual Steering Committee member be liable for acts of the Steering Committee.

STEERING COMMITTEE ELECTION AND TERMS OF OFFICE

Steering Committee members are elected to their offices by a simple majority of MRA members at the MRA's first annual meeting. They serve without compensation for a term of one year, but may be re-elected indefinitely. Anyone meeting the criteria for MRA Member is eligible to serve as an officer or Committee Head. Steering Committee members must reside in Midtown at the time of election and during their term as committee members.

At least one month before each annual meeting, the Steering Committee shall recruit candidates for election as officers of MRA. The Steering Committee will attempt to represent the diversity of Midtown in recommending candidates for office.

The terms of newly elected Steering Committee members shall begin after their election. Midterm resignations or other vacancies on the Steering Committee may be filled by vote of a simple majority of the remaining Steering Committee. Replacement committee heads shall serve until the next regularly scheduled election.

Steering Committee members who do not attend two-thirds of the Steering Committee meetings during a six-month period may be dropped from the Steering Committee unless their absences are due to special circumstances acceptable to the majority of the remainder of the Steering Committee. Steering Committee members may also be removed by a majority vote of the Steering Committee for actions deemed by the Steering Committee to be harmful to the interests of the Association. The member must be notified at least one week prior to the meeting of the intended action.

GENERAL MEETINGS AND VOTING

An annual general meeting of MRA members will be hosted by the Steering Committee in the first quarter of the calendar year. Additional general meetings of MRA members at other times may be held as the Steering Committee deems appropriate. The Steering Committee shall notify the Midtown resident community of the time, location, and agenda of every general meeting at least 2 weeks in advance of the meeting by distribution of fliers or other public means. These meetings shall be open to all.

BYLAWS AMENDMENT

Bylaws will be maintained and updated by the Steering Committee. Changes are to be presented at a Steering Committee meeting and approved by a majority of the Steering Committee members present. A current copy of the Bylaws is available on the MRA website, and can be obtained in hard copy by request to the MRA Steering Committee.